Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Tnistee AS

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August Newman
5 years ago
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1 NORDIC TRUSTEE Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Tnistee AS To the Bondholders in: ISIN NO per cent TTS Group ASA Convertible Callable Unsecured Subordinated Bond Issue 2011/2016 Oslo, 27 November 2018 Summons to Bondholders Meeting - Amendments to Bond Agreement Nordic Trustee AS acts as trustee (the Trustee ) for the holders of bonds in the above-mentioned bond issue ISIN NO (in the total outstanding amount of NOK ,000) (the Bond Issue or die Bonds ) issued by TTS Group ASA (the Issuer or the Company ). All capitalized terms used herein shall have the meaning assigned to them in the bond agreement dated 17 January 2011 (as amended by an amendment agreement (no. 1) dated 7 January 2016, an amendment agreement (no.2) dated 3 April 2017 and as may be further amended from time to time) made between the Trustee and die Issuer (the Bond Agreement ), unless otherwise stated herein. References to Clauses and paragraphs are references to Clauses and paragraphs of the Bond Agreement. The Issuer has requested that the Bond Trustee issue this request for a Bondholders Meeting pursuant to Clause 16 (Bondholder s Meeting) of the Bond Agreement to consider approval of the Proposal (as defined below). The information in this summons regarding the legal, operational and financial status of the Issuer is provided by the Issuer, The Trustee expressly disclaims any and all liability whatsoever related to such information given from the Issuer, 1 BACKGROUND I The Issuer is a global enterprise that designs, develops and supplies equipment solutions and services \ for the marine and offshore industries. The Company is one of the top three largest suppliers in its specialized markets and operates in the following six segments: Roro/Cruise/Navy ( BURCN ) Container/Bulk/Tank ( BUCBT )» Multipurpose/General Cargo ( BUMPG ) : Offshore ( BUOFF") * Shipyard Solutions C'BUSYS )» Services ("BUSER") The Issuer is listed on the Oslo Stock Exchange with a market capitalization of approx. NOK 559 million as of 26 November 2018 and its largest shareholders are the Skeie family (approx. 31,5%) and Rastnussengruppen AS (approx.. 13,2%). : For further information about the Issuer, please visit the Issuer s website www,ttsgroup.com g On 8 February 2018, the Issuer signed an asset sale agreement with MacGregor Norway AS and certain : other entities ("MacGregor"), a part of Cargotec Oyj, which is a company listed on Nasdaq Helsinki Stock Exchange. The agreement implies a takeover by MacGregor of all of the Issuer's assets except for f LJ0407?0LV1 26.1I.LS

2 2/5 Issuer itself and its subsidiary 'ITS Syncrolift AS (the "Cargotec Transaction"). The purchase price is NOK , subject to working capita! and net debt adjustments at closing, and shall be settled in cash to the Issuer. Completion of the Cargotec Transaction is now conditional on approval by the competition authorities in South Korean and China. Unless the Cargotec Transaction closes before year end, or unless the Issuer is refinanced prior thereto, the Issuer is currently not in a position to repay the Bonds at the current Maturity Date (18 January 2019), but it is the Issuer's intention to use the proceeds from the Cargotec Transaction to repay the Bonds. Due to the fact that the competition authorities in China and South Korea do not have to commit to a final date for their ruling on the Cargotec Transaction, as of now, it is therefore uncertain whether the Cargotec Transaction will be completed in time for the Issuer to arrange settlement of al! Outstanding Bonds at the current Maturity Date. The Issuer is thus approaching its financiers with a request to extend the Issuer's financing facilities, including the Bond Agreement, Thus, tlie Issuer requests the Bondholders to extend the Maturity Date for another period of up to 6 months on current terms and conditions. This extension is, however, coupled with a Mandatory early redemption obligation on tiie Issuer to redeem Outstanding Bonds at face value plus accrued interest 20 Business Days after closing of the Cargotec Transaction. In addition, the Issuer is proposing an amendment so that Bondholders who exercise their Conversion Right(s) within a certain period after closing of the Cargotec Transaction is entitled to accrued but unpaid interest. Due to timing related to the administration of the Bonds, the above applies if the closing of the Cargotec Transaction occurs before 18 June The Issuer is also proposing to pay the Bondholders an amendment fee of 0.25 % of the Outstanding Bonds, if the below Proposal is approved by Bondholders and by the Shareholders of the Issuer. Both Nordea and DNB have agreed to extend their current financing facilities with the Issuer for up to 6 more months. It is a condition by the said banks that the Bondholders also approve the proposed extension o f the Maturity Date. The Company s current share price of NOK 6.42 (26 November 2018) is at a level where the Bonds are currently trading in the money compared to current Conversion Price of NOK 4.97 per share. The Issuer therefore considers it likely that many Bondholders will use their Conversion Right(s), if not before, once the Cargotec Transaction is closed. On this basis, the Issuer is approaching the Bondholders with the below Proposal. The specifically proposed amendments arc further described in Section 2 of this Summons. 2 PROPOSAL To enable the Issuer to conduct the proposed amendments to the Bond Agreement, the Issuer has requested the Bond Trustee to summon a Bondholders Meeting to consider the approval of the following proposed amendments (subject to the shareholder approval described in Clause 3,2 of this Summons and other customary conditions precedent) (the Proposal ): 2.1 Amendment of the definition of Maturity Date : The Issuer proposes to amend the definition of Maturity Date in Clause 1.1 of the Bond Agreement to read as follows: L VI 26.1i

3 Maturity Date *means 18 July 2019 or an earlier maturity date as providedfor in this Bond Agreement. Any further adjustment may be made according to the Business Day Convention. 2.2 New definition regarding "Cargotec Transaction": The Issuer proposes to insert a new definition of "Cargotec Transaction" in Clause 1.1 of the Bond Agreement as follows: "Cargotec Transaction" means the transaction agreed by the Issuer on 8 February 2018pursuant to an asset sale agreement with MacGregor Norway AS and certain other entities ("MacGregor"), a part o f Cargotec Oyj, which is a company listed on Nasdaq Helsinki Stock Exchange. The agreement implies a takeover by MacGregor o f all o f the Issuer s assets except for Issuer itself and its subsidiary TTS Syncrolift AS. 2.3 New clause regarding "Mandatory early redemption after closing of the Cargotec Transaction" The Issuer proposes to insert a new clause 10.5 ("Mandatory early redemption after closing of the Cai'gotec Transaction") o f the Bond Agreement as follows: "Provided that the closing o f the Cargotec Transaction occurs before 18 June 2019, the Issuer shall forthwith notify the Bond Trustee in writing when the closing o f the Cargotec Transaction has occurred (the "Cargotec Closing Notice"). Notwithstanding anything to the contrary in this Bond Agreement, the following shall then apply: Bondholders who, after the Cargotec Closing Notice, exercise their Conversion Right(s) within 10 Business Dct)>s following the Cargotec Closing Notice, shall be entitled to accrued but not paid interest up to the Conversion Date. The actual conversion o f their Bonds, and payment o f interest in cash, shall take place on or about (as close as practical to) the 20th Business Day after the Cargotec Closing Notice. For Bondholders who have not exercised their Conversion Right(s) within 10 Business Days following the Cargotec Closing Notice, the Issuer shall redeem their Bonds at a price o f 100 per cent, o f the Outstanding Bonds plus accrued interest, on the 20th Business Day after the Cargotec Closing Notice 2.4 Amendment fee As a compensation to the Bondholders, the Issuer offers to pay to the Bondholders a one-time amendment fee of 0.25 % (flat) of the face value of the Outstanding Bonds, payable to the Bondholders (with record date at end-of-business the date of the Bondholders Meeting), within 10 Business Days after the later of (i) the Bondholders Meeting, provided that the Bondholders Meeting accepts the proposed changes as set out in Clause 2 of this Summons by the requisite majority, and (ii) approval by the EGM as mentioned below in section 3.2, has occurred. 3 EVALUATION OF THE PROPOSED AMENDMENTS 3.1 The Issuer s evaluation In order for the Company to fully benefit from the Cargotec Transaction and to be able to use the proceeds from the Cargotec Transaction to repay the Outstanding Bonds, the Issuer is proposing the said amendments to the Bond Agreement. The Bondholders will still have their Conversion Right(s) which must be exercised no later than the 10th Business Day after notice that closing of the Cargotec Transaction has occurred. In addition, the Issuer proposes that Bondholders who timely exercise their Conversion Right be entitled to accrued but unpaid interest. The Issuer is further proposing the 0.25 % 3/5 L J _V

4 4/5 amendment fee. The Issuer is firmly of the opinion that the proposed amendments provide commercial efficacy and are reasonable in the circumstances. 3.2 Shareholder approval An Extraordinary General Meeting (the EGM ) in the Issuer will need to approve the proposed amendment described in Clause 2.1 of this Summons to extend the Conversion Right(s) in the Issuer. The EGM is expected to take place the 14 December The proposed amendments are contingent upon a positive resolution in the EGM. 3.3 Support from the Bondholders Prior to this summons letter being distributed, the Issuer has informed the Trustee that it lias received indications from a 2/3 majority of the holders of the Voting Bonds in ISIN NO that such holders intend to support the Proposal. 3.4 The Trustee s disclaimer/non-reliance The request is put forward to the Bondholders without further evaluation or recommendations from the Trustee. The Bondholders must independently evaluate whether the proposed changes are acceptable. 4 BONDHOLDERS MEETING: Bondholders are hereby summoned to a Bondholders Meeting: Agenda: Time: 11 December 2018 at 13:00 hours (1 pm) (Oslo lime) Place: The premises of Nordic Trustee AS, Haakon VIIs gate 1,0161 Oslo - 6th floor 1. Approval o f the summons 2. Approval o f the agenda 3. Election o f two persons to co-sign the minutes together with the chairman 4. Request for adoption o f the proposal: It is proposed that the Bondholders Meeting resolve the following: The Proposal (as defined in the summons to this Bondholders Meeting) is approved hy the Bondholders Meeting. The Trustee is given the power o f attorney to enter into the necessary agreements in connection with decisions made by the Bondholders Meeting as well as carry out necessary completion work, including making necessary amendments to the Bond Agreement. * * * To approve the above resolution, Bondholders representing at least 2/3 of the Bonds represented in person or by proxy at the meeting must vote in favour o f the resolution. In order to have a quorum, at least 1/2 of the voting Bonds must be represented at the meeting. If the proposal is not adopted, the Bond Agreement will remain unchanged. Please find attached a Bondholder s Form from the Security Depository (VPS), indicating your bondholding at the printing date. The Bondholder s Form will serve as proof of ownership of the Bonds and of the voting rights at the Bondholders Meeting. (If the bonds are held in custody - i.e. the owner is not registered directly in the VPS the custodian must confirm; (i) the owner of the bonds, (ii) the L_l040790l V! 26.U J

5 aggregate nominal amount of the bonds and (iii) the account number in VPS on which the bonds are registered). The individual bondholder may authorize the Trustee to vote on its behalf, in which case the Bondholder s Form also serves as a proxy. A duly signed Bondholder s Form, authorizing the Trustee to vote, must then be returned to the Trustee in due time before the meeting is scheduled (by scanned e mail, telefax or post - please see the first page of this letter for further details). In the event that Bonds have been transferred to a new owner after the Bondholder s Form was made, the new Bondholder must bring to the Bondholders Meeting or enclose with the proxy, as the case may be, evidence which the Trustee accepts as sufficient proof of the ownership o f the Bonds. For practical purposes, we request those who intend to attend the Bondholders Meeting, either in person or by proxy other than to the Trustee, to notify the Trustee by telephone or by fmail@nordictrustee.no) within 16:00 hours (4pm) (Oslo time) the Business Day before the meeting takes place. 5/5 Yours Sincerely Morten S. Bredesen Enclosed: Bondholder s Form L VI

SUMMONS TO BONDHOLDERS MEETING

SUMMONS TO BONDHOLDERS MEETING Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon på norsk vennligst kontakt Nordic Trustee AS To the bondholders in the 9 per cent Noram Drilling Company AS (formerly Global